8-KMaterial AgreementsExhibits & Filings

ORACLE CORP 8-K Report, Material Agreement (Dec 21, 2021)

Filed December 21, 2021For Securities:ORCLORCL-PD

Summary

This 8-K filing from Oracle Corporation announces a significant definitive agreement to acquire Cerner Corporation through a cash tender offer. Oracle, via its subsidiary OC Acquisition LLC, will offer $95.00 per share for all outstanding shares of Cerner common stock. The transaction, structured as a merger following the tender offer, is a major strategic move for Oracle, likely aimed at expanding its presence in the healthcare technology sector. Key conditions for the transaction include regulatory approvals, such as antitrust clearances (including Hart-Scott-Rodino and EU approvals), and the tender of a majority of Cerner's outstanding shares. The deal is expected to close after these conditions are met, with the merger to follow promptly. Cerner's Board of Directors has unanimously approved the agreement and recommends that shareholders tender their shares.

Key Highlights

  • 1Oracle to acquire Cerner Corporation for $95.00 per share in cash.
  • 2Transaction structured as a cash tender offer followed by a merger.
  • 3The total deal value implies a significant premium for Cerner shareholders.
  • 4The acquisition is subject to customary closing conditions, including regulatory approvals (e.g., HSR Act, EU antitrust).
  • 5A majority of Cerner's outstanding shares must be tendered for the offer to be successful.
  • 6Cerner's Board of Directors has unanimously approved the merger agreement and recommends shareholders tender their shares.
  • 7Cerner's executive officers and directors have entered into tender support agreements, collectively holding less than 1% of outstanding shares.

Frequently Asked Questions

This 8-K filing announces that Oracle Corporation has entered into a material definitive agreement to acquire Cerner Corporation. It details the terms of the acquisition, which will be conducted through a cash tender offer by an Oracle subsidiary followed by a merger.

Oracle is offering $95.00 per share in cash for all outstanding shares of Cerner Corporation common stock. This price is net to the holders and does not include any interest. The offer is subject to required tax withholdings.

The acquisition is contingent upon several conditions, including the successful tender of a majority of Cerner's outstanding shares, receipt of necessary regulatory approvals (such as antitrust clearance under the Hart-Scott-Rodino Act and from the European Union), and other customary closing conditions. The tender offer is expected to commence promptly.

Unvested stock options, restricted stock awards, and restricted stock units held by employees will be assumed by Oracle and converted into equivalent Oracle equity awards. Vested awards will be cancelled in exchange for a cash payment equal to the offer price per share less the exercise/purchase price, plus any applicable dividend equivalents. Unvested awards held by non-employees will be cancelled for no consideration.